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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Sound Source Interactive, Inc.
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(Name of Issuer)
Common Stock, par value $.001
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(Title of Class of Securities)
83608K 107
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(CUSIP Number)
Allyn R. Burroughs
5075 Spyglass Hill Drive
Las Vegas, NV 89122
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(Name, address, and telephone number of Person
authorized to Receive Notices and Communications)
October 10, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. / /
Check the following box if a fee is being paid with the statement. /x/
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CUSIP No. 83608K 107 SCHEDULE 13D Page 2 of 7 Pages
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(1) NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
ASSI, Inc.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
WC
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEMS 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 4,856,657
PERSON WITH --------------------------------------------------
(8) SHARED VOTING POWER
None
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(9) SOLE DISPOSITIVE POWER
4,856,657
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(10) SHARED DISPOSITIVE POWER
None
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,856,657
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES*
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.3%
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(14) TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP No. 83608K 107 SCHEDULE 13D Page 3 of 7 Pages
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(1) NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Louis Habash
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
Not Applicable
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEMS 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING None
PERSON WITH --------------------------------------------------
(8) SHARED VOTING POWER
4,856,657
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(9) SOLE DISPOSITIVE POWER
None
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(10) SHARED DISPOSITIVE POWER
4,856,657
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,856,657
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES*
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.3%
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(14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 3 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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STATEMENT ON SCHEDULE 13D
This Amendment No. 1 to Schedule 13D is filed by ASSI, Inc., a
Nevada corporation ("ASSI"), and Louis Habash ("Habash") to amend and
update the Schedule 13D dated August 3, 1996 (the "Original Schedule 13D").
All capitalized terms not otherwise defined herein shall have the meanings
assigned to them in the Original Schedule 13D. Items not included in this
Amendment are either not amended or not applicable.
The purpose of this Amendment No. 1 is to reflect the sale by ASSI
on October 10, 1996 of 300,000 warrants to purchase shares of Common Stock of
the Company.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended to read as follows:
ASSI beneficially owns 4,856,657 shares of Common Stock. Of this
amount, 4,816,657 are pursuant to currently exercisable warrants
and the remaining 40,000 shares are shares held of record by ASSI. The 40,000
shares were purchased from another shareholder of the Company in October 1995
for $200,000. Of the 4,816,657 warrants held by ASSI, 2,000,000 warrants were
acquired in April 1996 in exchange for consulting
Page 4 of 7 Pages
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services provided by ASSI to the Company, and the balance was purchased as
follows: (1) 800,000 warrants were purchased from the Company in October 1995
as part of a purchase of 1,100,000 warrants for $55,000 in connection with
a private offering of notes and warrants by the
Company, and (ii) 2,016,657 warrants were acquired in July 1996 upon conversion
of $504,164 in principal and accrued interest on an outstanding loan by ASSI to
the Company. All funds used to purchase the 40,000 shares and the purchased
warrants were working capital funds of ASSI and it is expected that working
capital funds would be used to exercise the warrants.
Item 4. PURPOSE OF TRANSACTIONS.
Item 4 is amended to read as follows:
The shares of Common Stock and warrants purchased by ASSI were
purchased as an investment based on the belief of ASSI that they provided an
opportunity for long-term appreciation.
(a) ASSI owns warrants to purchase 4,856,657 shares of Common Stock,
which ASSI may exercise if the market price exceeds the exercise price thereof.
(b)-(c) None.
(d) The Company is currently conducting a search for a new Chief
Executive Officer. ASSI, Habash and James are assisting in that search.
(e)- (j) None.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended to read as follows:
(a) As of the date of this Schedule, ASSI was the beneficial owner of
4,856,657 shares of Common Stock representing approximately 52.3% of the
9,184,481 shares of Common Stock outstanding (assuming shares issuable upon
exercise of ASSI's warrants are outstanding) based upon the information
contained in the Company's Annual Report on Form 10-K for the period ending
June 30, 1996. Of this amount, 4,816,657 shares are beneficially owned
pursuant to currently exercisable warrants.
As sole shareholder of ASSI, Habash beneficially owns all of the
shares of Common Stock beneficially owned by ASSI.
Burroughs and James are not the beneficial owner of any shares of
Common Stock and specifically disclaim any beneficial ownership in the shares of
Common Stock beneficially owned by ASSI.
(b) ASSI has sole power to vote or direct the vote and to dispose or
direct the disposition of the 4,856,657 shares of Common Stock beneficially
owned by it. Habash, as sole shareholder of ASSI, shares the power to vote or
direct the vote, and to dispose or direct the disposition of, the Common Stock
held by ASSI.
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(c) On October 10, 1996, ASSI sold 300,000 warrants $1.125 per
warrant in an off-market negotiated transaction.
(d)-(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is amended to report that the number of ASSI warrants is now
4,816,657. Except as set forth above, Item 6 is not otherwise amended.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: December 2, 1996 ASSI, INC.
By: /s/ Louis Habash, President
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Louis Habash, President
/s/ Louis Habash
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Louis Habash
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